Shares of Caesars Entertainment (NASDAQ: CZR) saw a slight late-day uptick following reports that renowned investor Carl Icahn is gearing up to present a takeover offer that could surpass the bid from Tilman Fertitta’s Fertitta Entertainment Inc. (FEI), which the casino operator is currently considering and likely to accept.
According to multiple sources, Icahn, an influential activist investor with a stake in Caesars, may propose a price between $35 and $40 per share for the gaming operator, which would exceed the $31 per share offer made by Fertitta on May 28. Like Fertitta, Icahn aims to take Caesars private. Reports indicate that he is collaborating with investment bank Jefferies to explore potential debt financing options to facilitate the acquisition of the Horseshoe operator.
Essentially, the corporate raider is said to be conducting a liability management exercise (LME) attempting to negotiate with Caesars’ creditors, essentially requesting bondholders to permit the buyer to transfer specific assets into an unrestricted subsidiary. An offering document submitted to the Securities and Exchange Commission (SEC) suggests that creditors might possess rights to compensation in the event of a change in control; however, enforcing those rights could prove complicated.
“Certain significant corporate actions, such as leveraged recapitalizations, may not, according to the Indenture, constitute a ‘change of control’ that would necessitate us to repurchase the Notes, even though such corporate events might elevate our debt levels or negatively impact our capital structure, credit ratings, or the value of the Notes,” as stated in the regulatory document.
Jefferies is actively seeking to rally support from Caesars’ creditors for the Icahn bid, but details regarding which assets of the gaming company could be shifted into an unrestricted entity remain unclear.
Last-Minute Offer from Icahn
Shortly after the news about Caesars being targeted for a takeover broke in February, speculation ran high that Fertitta and Icahn were competing to acquire the Harrah’s operator. Before Fertitta and the gaming company entered into an exclusive negotiation phase in late March, unconfirmed rumors suggested that Icahn had presented a higher per-share offer for Caesars.
It’s evident that if Icahn is indeed preparing an offer, it comes at the last moment, as Caesars’ 45-day go-shop period, which was part of the Fertitta offer, concludes on July 11. Prior to today’s reports, analysts did not anticipate an alternative bid, and Caesars’ board had encouraged shareholders to accept Fertitta’s proposal.
As per the Caesars/FEI merger agreement, there is a $200 million termination fee or a reduced fee of $100 million if Caesars “enters into a Superior Proposal with any Excluded Party,” as outlined in an 8-K filing with the SEC. Moreover, there is a clause that shields FEI if the acquisition falls through due to regulatory hurdles.
“Additionally, the Parent will be obliged to pay the Company a reverse termination fee of $450,000,000 under specific scenarios, including if either Parent or the Company terminates the Merger Agreement due to (a) a Law related to Antitrust Law or Gaming Law preventing, permanently restricting, or rendering unlawful the completion of the Merger or (b) the End Date occurring when all conditions except for regulatory approval are met (or can be met),” according to the regulatory document.
Icahn’s Strong Acquaintance with Caesars
Icahn has a comprehensive understanding of Caesars. In 2019, he accumulated a 10% stake in the previous iteration of the gaming company, which increased over time, eventually leading to the $17.3 billion purchase by Eldorado Resorts. This transaction formed the current largest U.S. casino operator by number of properties.
In May 2024, the investor re-entered a position in the gaming company but stated at that time that he was not seeking to take activist measures.
In March 2025, Jesse Lynn, general counsel of Icahn Enterprises, and Ted Papapostolou, CEO of the firm, joined the board of Caesars. At that moment, Icahn expressed his eagerness to collaborate with Caesars management to “explore strategic alternatives.”